UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


- --------------------------------------------------------------------------------

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                    PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                      THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of September, 2005

                                  PEARSON plc
             (Exact name of registrant as specified in its charter)

                                      N/A

                (Translation of registrant's name into English)

                                   80 Strand
                            London, England WC2R 0RL
                                44-20-7010-2000
                    (Address of principal executive office)

Indicate by check mark whether the Registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:




      Form 20-F X                                      Form 40-F

Indicate by check mark whether the  Registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934




       Yes                                              No X

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


        This Report includes the following documents:

1. A press release from Pearson plc announcing Director/PDMR Shareholding







26 September 2005

Pearson plc - Notification of Directors' Interests

Pearson plc ("Pearson") today announces the following changes in directors'
interests in Pearson ordinary shares of 25p each ("shares").

On 23 September 2005, Pearson made a grant of restricted shares to executive
directors under its existing Long-Term Incentive Plan. This represents Pearson's
annual grant of long-term incentives to executive directors for 2005.

The earliest normal vesting date on which shares may be released is 23 September
2008. Subject to meeting certain performance conditions in full, and the
retention of shares that vest on 23 September 2008 for a further two years, the
maximum number of shares that the following executive directors may receive is:
Marjorie Scardino (450,000); David Bell (170,000); Rona Fairhead (200,000); and
John Makinson (180,000).

One third of the award will be based on Pearson's total shareholder return
performance relative to the constituents of the FTSE World Media Index over the
three-year period 2005 to 2008. Another third of the award will be based on
Pearson's return on invested capital in 2007. The final third of the award will
be based on Pearson's growth in sales and in earnings per share over the period
2004 to 2007. The conditions and vesting arrangements will be set out in more
detail in the report on directors' remuneration for 2005.

 SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                   PEARSON plc

Date: 26 September, 2005

                             By:   /s/ STEPHEN JONES
                            -----------------------
                                   Stephen Jones
                                   Deputy Secretary